Ramblings and doodlings of an unsettled mind!

Prime Minister Dato’ Seri Mohd. Najib Tun Razak’s near shocking but extraordinary bold move to uphold the principles of democracy and human rights in the announcement of repealing the Internal Security Act and Emergency Ordinance. Although many felt it should have been done a long time ago but many of his backers seen as timely and moving with times.

He also said the government would look at making major amendments to the Printing Presses and Publications and Restricted Residence acts.

“As I promised in my inaugural speech when I first took over as prime minister on April 3, 2009, that the ISA would be reviewed comprehensively, I am glad to announce on this historic night that the ISA will be abolished.” To prevent subversive acts, planned acts of violence and terrorism, he said two new laws would be drafted to preserve public peace and order.

Najib said publications would also no longer need to renew their licences annually as they would now be valid until they were cancelled by the government.

The government will also be reviewing Section 27 of the Police Act 1967, which deals with freedom of assembly, which is guaranteed by Article 10 of the Federal Constitution.

However, Najib said the government still strongly held on to the principle that there should not be any street demonstration, but added that the specifics on the right to assemble would be established later by taking into account international norms.

Announcing the reforms in his Malaysia Day message last night, Najib said the government would not hesitate to amend or abolish any laws that were no longer relevant.

On the two new laws, he said the government would ensure the basic rights and freedoms of those involved were preserved.

“The new laws will have substantially shorter detention periods by the police and further extensions could only be done by a court order, but laws regarding terrorism will remain under the jurisdiction of the (home) minister.

“On another point, the government is also giving its commitment that no individuals will be detained solely for their political ideologies.” Generally, said Najib, the reforms meant that the power to extend the detention period was moving from the executive to the judiciary wings of the government, except where terrorism was concerned.

He also announced that the government would table a motion in Parliament to declare an end to all the states of emergency which had been announced before this.

(Only the emergency declared during the Confrontation with Indonesia had been officially ended.) Najib said this decision was made as the nation’s reality had now changed and the government felt the pulse of the people and also their aspirations in seeing a more dynamic democracy, on a par with other democracies in the world.

“It’s time Malaysians head towards a future with a new paradigm based on new hopes and not be held back by historic nostalgia.” Najib said in preparing the people to face unusual threats to the nation’s safety and well-being, special measures were needed, which sometimes seemed out of sync with democratic norms.

“This is a global reality and widely accepted. This is not something unusual or foreign.

“It is proven as countries like the United States and United Kingdom have drafted special laws to handle terrorists threats post-Sept 11.” He said the key point was to maintain a balance between national security and individual freedom.

For instance, he said the freedom of speech enshrined in the Federal Constitution did not mean that people could use it to slander or incite hatred.

Najib said Malaysia and its people were now at a crossroads and the choice they now made would determine the nation’s fate and also the shape of the nation that would be inherited by future generations.

“But the question is, are we able to go past our prejudices and can Malaysians from different backgrounds, socio-economic status and ideologies reach a consensus not to give in to hatred and suspicions that will lead down a valley of indignity?” He said the answers were clear and the steps that he had announced were the early initiatives of a political transformation for the nation.

Needless to say, the Opposition and activists who have been for years fighting for this are the parties who felt ‘morally victorious’ the most. Their leaders have been gloating on how PM Najib pandered to their demands, which is one of the glaring items encapsulated in their pre-12GE ‘Buku Jingga’ manifesto book.

Now that with the announcement as ‘gift’ for Malaysians to absolve the past ghosts of the phobia of warring communist terrorists’ atrocities within the Emergency (1948-1960) and post-Emergency insurgencies, PM Najib felt it is time for Malaysia to move on.

New laws would be introduced to safeguard the interests of national and internal security, replacing the ISA and EO. Stricter processes for detention, even for investigation and further information gathering would be included as mandatory requirements and the judiciary instead of the executive would have the power to decide for the detention.

The Opposition, same anti-ISA activists and other relevant stake holders would now have to come together with PM Najib and be part of the process to consult, plan, construct and enact these new laws. They have to put their political hat out of this and instead come through in the interest of the nation, first.

This challenge for them automatically comes in the same stroke of PM Najib’s initiative to change laws that previously never imagine dared to even critically discussed in the open.

Now that PM Najib has shown his true mettle of the man he is with real guts and ever willing to make bold drastic moves, we now would seriously want to see other changes. One of the damning issues of his administration is the ‘personality legacy’, which he carried through from PM ‘Flip-Flop’ Abdullah’s administration.

This is not without ‘inducing’ for Gerakan President Tan Sri Koh Tsu Koon to throw in the towel too.

Then there is scandals-plagued Securities Commission Chairman Tan Sri Zarinah Anwar. Of course, Sime Darby Chairman Tun Musa Hitam also should be on the hit list, because of accountability issues. The nation cannot afford to move forward where government-controlled industry regulators and captains are of dubious aura. Especially if part of PM Najib’s ‘Economic Transformation Plan’ is centred on the business community and FDI driven industries, particularly in the services sector and capital markets.

Abuse of power, corruption and corporate governance are some of the damning issues which saw the rakyat sent very strong messages to PM ‘Flip-Flop’ Abdullah on 8 March 2008 12th general election and the ‘Political Tsunami’ where BN lost five-plus-one states and the two-third control of the Dewan Rakyat.

Several by-elections post 12GE also did not see the shift of the rakyat’s confidence back to BN. However, after almost two years after taking over as the sixth Prime Minister, PM Najib managed to slightly improve the confidence level with the recent wins of by-elections. Of course, other barometers also starting to show positive results for his transformation plans and ‘1 Malaysia’ concept of harnessing the best in every ethnic groups without the expense of the others.

Will PM Najib’s guts be consistent and now followed through for these personalities to be exited immediately, as part of his ‘transformation’. These new laws would take time to come to life but policy and corporate governance issues. Failure of him to act swiftly against all these ‘undesirable’ personalities now that the world has seen him to be bold and decisive might earn him the perspective of a ‘Flip-Flop’ leader.

Another Brick in the Wall published a series of two shocking stories about a particular ‘Press Secretary’, which seems to be ‘terrorising’ a particular state to a point where a bureau chief was ‘transfered’. There are more shocking rumours about this person’s practices.

Some ‘friendly parties’ been talking about a rumour this person provides a RM 1,000 per month ‘extra allowance’ for journos in the state who are playing ‘in tandem’ to his game. Although this is an unbelievable practice but then again, it cannot simply be ruled out as impossible. More over when his Boss has often been thought of as a politician who is unable to deliver, despite the attention and support been placed towards him and his administration.

On top of that, this so-called Press Secretary also been said to have been pitting politicians with vile issues against each other within the state.

This must not be a healthy practice. More over the close political associates of this particular Press Secretary are also been seen as practicing cronyism and cornering all the projects which have been dished out by the state agencies and GLCs. He is also been said as ‘taking care’ of the close associates of a certain Youth Chief, always seen as being controversial.

Air Asia boss Tan Sri Tony Fernandes recently acquired a 66 per cent stake in QPR. Fernandes also sits on the MAS board following a MAS-Air Asia share swap on Aug 9.

*************

The sponsorship deal was said to be at GBP 10 million.

The amount has yet to be confirmed but regardless, it shows that Fernandes did not heed the ‘gentlemens’ agreement he had with Khazanah Holdings Bhd. Managing Director Tan Sri Azman Mokhtar when they sat down to deal on the ‘share swap’.

How this sponsorship will benefit Malaysia Airlines is unsure. QPR isn’t the blue chip team of the Barclays EPL. In fact, it is at a lower rung of the league. There are many other ways of getting much better attention, if advertising is Malaysia Airlines objective to sponsor QPR.

We believed that Fernades never wanted to use AirAsia’s monies to this project. In fact, probably he had Malaysia Airlines insight to be parasited when he went into buying QPR. The Guardian had this story almost four weeks ago.

QPR’s Tony Fernandes looking to build bridges – as well as his fortune

The new owner has made no secret that he bought QPR not only for the love of football but as a sponsorship vehicle

The Queens Park Rangers owner, Tony Fernandes, is optimistic about the future of the Premier League club. Photograph: Adam Holt/Action Images

Tony Fernandes said with a little understatement on becoming Queens Park Rangers’ majority owner that he has “a communicative style”, and supporters will justifiably expect their club to be more approachable now, after the high-handedness of the Bernie Ecclestone and Flavio Briatore roadshow. Fernandes, who, with three partners, built AirAsia from a loss-making company with two planes to Malaysia’s version of EasyJet, has that modern businessman’s touch of talking to people and an appreciation of publicity, for himself – complete with famous Twitter account – and for his businesses.

Expressing all the right sentiments to soothe QPR fans’ sullen resentment over the price hikes that immediately followed May’s promotion to the Premier League, Fernandes, in an interview with the Guardian, was not all soft soap, however. He made no secret that he was motivated to buy QPR for £45m not only for the love of football, but as a sponsorship, marketing vehicle for AirAsia, where he remains a significant shareholder, and Malaysian Airlines, in which he and a partner more recently bought a 20% stake.

“Many people do not realise the power of sport to market a brand,” said Fernandes, whose Lotus Formula One team is sponsored by AirAsia, which also sponsored last year’s British Grand Prix and, for a time, Manchester United. “You can spend £40m on advertising and have nothing like the same effect. Around the world, everybody watches Premier League football.”

Through building up AirAsia, which has brought him decoration in several countries including a CBE here, his Formula One escapades and steady profile raising, Fernandes has become a public figure, whose career and success story have been serially told. Born in Kuala Lumpur, where he played the piano at the tupperware parties and conventions that made his mother’s fortune, he was educated in England, at the Epsom College boarding school, then the London School of Economics.

He qualified as an accountant and worked in the music industry for 14 years, including for Time Warner. He did not agree with the AOL merger in 2000, and left the company to do the deal that made his real fortune – buying the debt-laden AirAsia, with three partners, for a token one Malaysian ringgit in 2001.

He said he mortgaged his home and had just £250,000 to invest initially, but he and the partners reshaped AirAsia into a low-cost airline flying, according to its most recent annual report, 18 million passengers to 65 cities in Asia and around the world, turning over £790m and making a pre-tax profit of £200m. Tune Air, the company Fernandes and his partners formed to buy AirAsia, still owns 26%, and he said he sold shares in the airline to raise the cash to buy into QPR. Kamarudin Meranun, a co-investor, who will join the QPR board, is a longstanding Malaysian partner with Fernandes.

*****************

Most important fact is that let us not forget that why and how the share swap deal happened in the first place, Fernandes and Din were brought into Malaysia Airlines and previous CEO tengku Dato’ Azmil Zahiruddin was summarily sacked because Malaysia Airlines was ‘highly unprofitable and in dire state of cash’. Isn’t this high value sponsorship is a quick way of Fernandes and Din parasiting on Malaysia Airlines’ cash position for their own personal benefit?

The “Thirteen Million Ringgit Question” now is, will Malaysia Airlines be parasited to sponsor Fernandes’s Formula 1 team, again for “advertising” purpose? Then again, the Formula 1 commands a wider viewer market as compared to BPL.

There are other better ways of realising the ‘advertising’ objective, without bleeding cash from the company. We were told that during Tan Sri Tajudin Ramli’s stewardship, Malaysia Airlines bought a building near South Kensington for their London office. The building also serve as an advertising platform as it sits on a major route (A4 westwards) from Central London to London Heathrow, Greater London’s premier five-terminal international airport. And when the building was sold off, they actually realised a hefty profit from the capital appreciation.

We hope that the new BOD of Malaysia Airlines, particularly de facto ED Mohamed Rashdan Yusoff comes up with a very good excuse to rationalise this whats seems to be parasiting the national carrier.

The recent announcement on the 6% service tax would be imposed on consumers for pre-paid mobile phone packages and top-ups got a lot of negative attention from the public. The public outcry rippling across the nation and snowballing into seismic portions. In the times where consumer items which include food and utlity charges rising, the 60% odd market of the 34 million mobile phone users is about affcting the middle-to-lower income and masses.

PM: Reconsider 6pc charge on prepaid phone lines

By JOSEPH KAOS

He said he received a lot of reactions from the public and the decision was an unpopular one.

“I hope the telcos can reconsider this move because we are trying to reduce the burden of the public who are already suffering from the increase in living costs,” said Najib.

He said the decision to impose the tax was not made by the Finance Ministry.

*****************

The truth is that, the service tax had always been imposed since 1998. However, all the while the Telcos have been absorbing the tax. When prepaid packages were introduced back then, it is thought that it would be easier for commercial purposes that they were sold net and the Telcos absorb the charges inside each packages sold. Now, the service tax is to be passed to the consumers.

It was said this who process prior to the announcement is out of the radar scope of Dr Rais and it is unsure why is it so since Telco industry is under his watch. Series of meetings were held, which include with MOF and Royal Customs before it was decided to be announced.

Malaysian Communications and Multimedia Commission as the regulatory body under Dr Rais’s Ministry should have held talks with the Telcos, understand and work with them on the issues. One of the steps that could have been taken is to ask the Telcos what is the real value that the consumers get when prepaid packages were sold and subsequently, the top-ups.

Next, would be the process of doing the comprehensive audit for such exercise. Then, the true value that concumers get could be realised and whatever service tax could be factored in each packages sold. Even at that point, MCMC could work with the Telcos on how to serve the majority of the consumer especially in the lower income category on how these services offered to them without being seen as a ‘burden’ in the already ‘shrinking on the Ringgit Malaysia’.

The recent Sime Darby acquisition into E&O, drew a lot of flaks from all sorts of quarters. The deal is being looked at from the perspective of ‘insider trading’, the repeat of ‘ECM Libra eating-up Avenue Capital’ and even a failed-Kali-planned-invasion.

Now, Securities Commission announces that they would look into the deal and all the share transactions involved which so many talked about:

Thursday September 8, 2011

SC to look at all E&O share transactions in relation to Sime offer

By JEEVA ARULAMPALAM

jeeva@thestar.com.my

PETALING JAYA: The Securities Commission (SC) is looking at all transactions involving Eastern & Oriental Bhd (E&O) shares over the relevant period of time in relation to Sime Darby Bhd‘s recent proposal to buy a 30% stake from three E&O shareholders.

A SC spokesperson told StarBiz yesterday that it reviewed all trading activity surrounding major corporate announcements and in the case of the Sime Darby and E&O deal, SC was examining stock transactions by all parties over the relevant period.

“We are also examining the circumstances surrounding the transaction for any Takoever Code implications. Our course of action will be based on our findings,” SC said in an e-mail response.

Bursa Malaysia filings showed that shareholders and board members of E&O and investment firms had been buying up E&O shares ahead of the deal being announced on Aug 28.

Just before the Hari Raya break, Sime Darby announced it wanted to buy a 30% block (involving 273 million shares and 60 million irredeemable convertible secured loan stocks) in E&O at RM2.30 per share or a total of RM766mil.

The RM2.30 offer price represented a 60% premium to E&O’s then market price.

It is interesting to note that GK Goh had been actively buying shares amounting to 1.25 million shares from the open market for three consecutive days starting Aug 10. Other parties buying up E&O shares in August ahead of the deal being announced include ECM Libra Financial Group Bhd which acquired 6.16 million shares, increasing its stake by 0.63% amounting to 6.25% in four transactions in August.

In total, Azizan had purchased some 450,000 shares from the open market involving five separate transactions from April to August this year.

Three of the transactions were done in July and August. Based on Bloomberg data, E&O saw trading volumes increase drastically in July and August, with the company’s share price hitting an initial high of RM1.70 ahead of the deal being announced.

E&O’s share price had been moving upwards since mid-March (RM1.08 on March 16) and closed at RM1.71 yesterday.

In a response to queries from StarBiz on share purchases ahead of Sime Darby’s proposed acquisition, Azizan had this to say: “With regard to the issues raised pertaining to Sime Darby’s proposed acquisition of a 30% interest in E&O, I would like to highlight that it is a private transaction between major E&O shareholders and Sime Darby.

“The transaction does not require board approval and hence, was not discussed at the board level. As such, board members were not privy to the transaction and continued to trade in accordance with the prevailing rules and had made appropriate filings with Bursa Malaysia,” Azizan said in an e-mail response.

**************

In reality, this SC announcement isn’t really expecting a thumbs from the people who watches the capital market and Malaysian corporate scene. The reason is simple; the notorious SC Chairman Tan Sri Zarinah Anwar, her previous track record in this exact corporate scandal and of course, her husband Dato’ Azizan Abdul Rahman’s role and involvement in the deal.

The statement made by Azizan should be deemed inappropriate. He as the Chairman of the board is entrusted to uphold the interest of the company and shareholders first, before individuals which even include members of the board of directors and substantial shareholders. Under the principle of ‘Fiduciary duty of a company director’, a legal or ethical relationship of confidence or trust regarding the management of money or property between two or more parties, most commonly a fiduciary and a principal. In a fiduciary relation one person, in a position of vulnerability, justifiably reposes confidence, good faith, reliance and trust in another whose aid, advice or protection is sought in some matter. In such a relation good conscience requires one to act at all times for the sole benefit and interests of another, with loyalty to those interests.

A fiduciary duty is the highest standard of care at either equity or law. This principle is upheld in Bristol & West Building Society v Mothew where it was decided “A fiduciary is someone who has undertaken to act for and on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence”.

Even for private placements by the directors and substantial shareholders in their personal capacity, the interest of stakeholders which include the public as E&O is plc must be uphold first.

Another interesting story about Azizan’s ability to manipulate his position and use it for insider trading. The merger of oil and gas players Kencana Petroleum and Sapura Crest is something many expected to be lucrative.

12 May 2011: Kencana propose to buy Allied Marine & Equipment Sdn Bhd (AME) for RM400 million via a share swap in its move to become a fully integrated offshore services player.

18 July 2011: Azizan, by virtue of being vendor of Allied emerges as 6.76 substantial shareholder of Kencana.

16 August 2011: Azizan no longer shareholder of Kencana after selling the shares.

For the record, Azizan Abdul Rahman is the Chairman of the board of Ramunia Holdings Bhd. Isn’t it very strange that Azizan took substantial shareholding in a competitor plc?

Now, we are almost sure Ramunia shareholders are happy to note that Azizan got his own oil and gas business, and ended up selling it to a rival, and while being Chairman, he also was substantial shareholder of the rival. And on top of that he has an investment role in Lembaga Tabung Haji. This guy has so many hats, Malaysia should consider opening up a Hat Factory.

There are issues of fiduciary duty and manipulating position and information for ‘insider trading’, in this man. MACC should really investigate all these allegations. Of course, no one who watches all these and all the corporate vices Azizan did expect SC would act.

This episode and several other corporate scandals allegedly involving Azizan and Zarinah either directly or indirectly are examples of corporate governance issues which are seriously lacking from the system. This must not be good for Prime Minister Dato’ Seri Mohd. Najib Tun Razak’s transformation programs and his Government’s hardwork to bring in FDIs and confidence into the Malaysian economic eco-system.

American Philosopher George Santayana’s wise words were about reminding us that those who did not learn from history are doomed to repeat it all over again. It is very true in the recently announced Sime Darby’s 30% acquisition of Eastern & Oriental Bhd. Something is gravely amiss here. In fact, its now inter-twined into something complicated and very suspicious.

This deal becomes slightly more complicated as the ‘adviser and arranger’ is none other but CIMB.

Malaysian Anti Corruption Commission should initiate an investigation to this take over immediately, which should cover Azizan’s role, Zarinah’s indirect role, Riong Kali’s probable leakage of the deal to media and most importantly, the decision to pay the premium of E&O.

The whole episode is very dodgy. This would not be good for Prime Minister Dato Seri Mohd. Najib Tun Razak’s effort to win the rakyats’ confidence in his transformation programs, which include transparency and doing away with corrupt practices. Worse still, when the majority shareholders of Sime Darby Bhd are the unit trusts under Permodalan Nasional Bhd, where more than eight million Bumiputera investors put their life savings in.

This hottest corporate story at the moment is the Sime Darby acquisition of Eastern and Oriental Bhd (E&O). The plantation-based conglomerate took 30% of the Penang based property developer for RM 776 million. The sellers are Managing Director and founding member Dato’ Tham Ka Hon, former property developer and recently back in the ‘blue chips’ corporate scene as Malaysia Airlines director Tan Sri Wan Azmi Wan Hamzah and Singaporean group GK Goh holdings.

The Star’s take on this, yesterday:

Monday September 5, 2011

E&O deal hogs limelight

Sime has got the biggest chunk of E&O, but was the price worth it?

THE pundits have it. For the last month or so, the rumour mill was working overtime around Eastern & Oriental Bhd (E&O), the luxury lifestyle property developer, that a merger or acquisition was in the works.

First came the persistent speculation that SP Setia Bhd would merge with E&O, which was soon quashed by SP Setia. Then last week – quite out of the blue – Sime Darby Bhd announced it was acquiring a 30% stake in E&O for a significant premium over the latter’s share price.

In early August, E&O’s shares galloped to a three-year high of RM1.75 on the back of the SP Setia merger rumours, then came down again in line with the global stock slump. Yet, amid the broader market sell-down a few weeks later, its stock again saw aggressive trading, this time from its own shareholders who appeared to be upping their stake.

The notable ones included GK Goh Holdings Ltd, a substantial shareholder of E&O, and Datuk Azizan Abd Rahman, a director of E&O. According to shareholder changes filed with Bursa Malaysia, GK Goh had bought 1.25 million shares in three days, raising its stake to 11.6%, while Azizan acquired 100,000 shares.

Coveted land: Phase one of Seri Tanjung Pinang in Tanjong Tokong. A second phase comprising two islands of 740 acres of land will be reclaimed around the area next year.

The upward trend in E&O’s share price can be observed since Aug 24, from RM1.43 to Friday’s close of RM1.60, an 11.9% increase.

The deal with Sime Darby, which E&O called a “milestone” development, raised more than a few eyebrows about why such a high price was paid. The share sale agreement is for Sime Darby to acquire 273 million shares in E&O and 60 million irredeemable convertible secured loan stocks, representing a 30% equity interest, for RM766mil cash.

The sale price works out to RM2.30 per E&O share, which is a 58.6% premium over the stock’s pre-suspension price of RM1.45. Sime Darby came out in defence of its purchase, saying the RM2.30 was actually a 20% discount to E&O’s estimated realisable net asset value of RM3.2bil or RM2.88 per share.

Upon completion of the deal, slated for Sept 9, 2011, Sime Darby will be the single largest shareholder of E&O.

E&O’s largest project is the 980-acre Seri Tanjung Pinang seafront development, a coveted address in Penang.

The trio’s collective 41.7% shareholding in E&O will be diluted to 11.5% post-acquisition.

Tham, previously the largest shareholder with 15.7%, will end up with a 5.1% stake while Azmi and Goh will have 3.5% and 2.9% respectively.

A sore point with analysts is the high price paid for E&O. TA Research said the price was 19 times E&O’s forecast earnings for 2012 and 1.85 times its price to book value based on consensus estimates. By comparison, the property sector has an average of 12 times forecast earnings for 2012 and 0.8 times price to book value.

Kenanga Research also noted that since Sime Darby was expected to equity account E&O’s earnings on an associate level, that would only translate to a meagre 0.6% increase to Sime Darby’s profits in 2012 and 2013.

It suggested that management might have been better off using the RM766mil to expand its plantation land or motor segment in China.

A local broker, however, had a more pragmatic view, saying that although Sime Darby was keen to venture into high-end development, it did not necessarily want to obtain everything at one go via a general offer, which would have been a much riskier proposition.

“Furthermore, E&O’s shares in the open market are quite fragmented and not very liquid, making the task of acquiring 30% quite cumbersome and time-consuming.

Tuesday September 6, 2011

Will SC require general offer on remaining shares of E&O?

PETALING JAYA: Questions have been raised as to whether Sime Darby Bhd will be required by the Securities Commission (SC) to launch a mandatory general offer (MGO) for the remaining shares in Eastern & Oriental Bhd (E&O).

This stems from the recent announcement by Sime Darby that it was buying a 30% stake in E&O from a group of shareholders at a price that worked out to a 60% premium to market at the point of the announcement.

While the Takeover Code states that an MGO is only triggered by a 33% or more change in shareholding, there are other instances in which an MGO can be required by the regulator.

According to Para 6.2 of Practice Note 9 of the Takeover Code 2010, the SC has the right to consider all surrounding circumstances to deem if control has been passed to a new party, thereby mandating the new party to launch a general offer.

Among the specific criteria laid out in Para 6.2 is “the consideration for the acquisition of the voting shares” in other words, the premium to market that was paid for those shares.

Other criteria that will be looked at include changes to the composition of the board and to the business of the target company.

A corporate lawyer explained: “Under this provision, acquisition of voting shares higher than the fair value or market price of the voting shares may tend to suggest that the acquirer has obtained control of the company.

“Ultimately, the SC would need to be satisfied that all the evidence gathered demonstrates that the vendor is acting in concert with the acquirer such that the acquirer could exercise control, which is equivalent to having more than 33% in the company and which in turn requires it to conduct an MGO.”

Just before the Hari Raya break, Sime Darby had announced it was acquiring a 30% block of E&O at a price of RM2.30 per share when the market price of those shares was RM1.45. The deal is scheduled to be completed this Friday.

Sime Darby is set to acquire 273 million shares in E&O and 60 million irredeemable convertible secured loan stocks, representing a 30% equity interest, for RM766mil cash.

When the deal is done, Sime Darby will be the single largest shareholder of E&O.

E&O’s share price has risen steadily since the acquisition was announced, closing yesterday at RM1.67 just three sen short of its three-year high of RM1.70 at the peak of the rumours about its supposed merger with SP Setia Bhd.

The most recent uptrend in E&O’s share price began since Aug 24.

Just two weeks prior to that, several shareholders of E&O had raised their stakes in the company. GK Goh, on three consecutive days, increased its stake to 12% while Datuk Azizan Abd Rahman, a director of E&O, purchased 100,000 shares.

However, it should be noted that the possibility of triggering the MGO would not arise if the vendor of the shares did not hold any more shares in the target company.

Such was the case of Khazanah Nasional Bhd‘s divestment of its 32.2% stake in Pos Malaysia Bhd. As Khazanah did not own shares in Pos after the divestment, the buyer could not be deemed to be in control of Pos.

In Sime Darby and E&O’s case though, all three vendors of the 30% block will still hold a collective 12% stake in E&O post-transaction.

In an interview with a business weekly, Sime Darby denied any collusion with the vendors of the block. As at press time, the SC had not replied to queries from StarBiz.

As usual, CIMB would be interested to hive off deals that were on the plate and since SP Setia and ECM Libra already shown interests in this, probably Dato’ Seri Nazir Razak wanted to make a quick strike with his “i-Banker” charms to convince Sime Darby to take this up in a very short time. Probably there is a rat in there somewhere.

Our concern is the suspicion of the more notorious corporate personality Kalimullah “Riong Kali” Hassan’s dirty hands in this deal. Since May this year, ECM Libra has been mopping up E&O shares.

The Edge wrote this on 11 May 2011:

ECM Libra surfaces in E&O

KUALA LUMPUR: ECM Libra Financial Group Bhd has emerged as a substantial shareholder in property developer Eastern & OrientalBhd (E&O) after accumulating 42 million shares or a 5.12% equity interest in the company at end-April.

In a filing with Bursa Malaysia yesterday, ECM Libra said it had nudged its shareholding in E&O to 5.35% or 41.41 million shares after mopping up an additional 3.4 million shares on May 9.

What ECM Libra plans to do with its block in E&O is not known.

In an announcement to Bursa Malaysia, ECM Libra merely said the “shares were purchased from the open market in the normal course of business”.

Datuk Terry Tham is the single largest shareholder with a 6.66% stake. Other substantial shareholders are Ample Echo Ltd (6.31%) and Halfmoon Bay Capital Ltd (5.36%).

ECM Libra surfacing as a substantial shareholder possibly explains the heightened trading volume in E&O shares from mid-April, which in turn, nudged E&O’s stock to its 52-week high of RM1.54 on May 3. Since mid-April, E&O’s stock has gained more than 20%. It closed down one sen to RM1.44 yesterday.

E&O has generated considerable interest lately. In the middle of last month, the Penang-based property developer said it had received approval in principle from the Penang government for phase two of its proposed mixed integrated development on land to be reclaimed in Tanjong Tokong.

In 1992, Tanjung Pinang Development Sdn Bhd, a unit of E&O, was granted the exclusive right to reclaim and develop about 980 acres of land in the north-east coast of Penang.

To date, E&O has reclaimed 240 acres and is developing phase one of the project called Seri Tanjung Pinang, and has been seeking the state government’s approval to reclaim the balance concession area of 740 acres.

ECM Libra ended trading at 90.5 sen, inching up 0.5 sen.

*********************

This story about Sime Darby ‘talking for the acquisition’ surfaced at The Edge about a month ago.

It is believed that Riong Kali ‘leaked’ the deal to the press. The intention is very clear. ECM Libra has vested interest in property developer. Probably, they are looking into controlling E&O. The end game of the acquisition is most probably do an asset stripping exercise baloney style, ‘slice-by-slice’.

Of course it was not about value adding into the property development plc. It was never their skill or ability to inject any projects or even any brand to the acquired company. Most probably, it was about getting a quick buck from the garage sale. After all if their adviser is also CIMB, it would be up their avenue for that kind of corporate game.

Had Riong Kali had his 5.12% plus this round’s 30% holdings of E&O, probably where the company’s assets will end is the next person’s best guesses. He has proven to be a stooge of a regional economic superpowerand need not a NOBLE laureate economist to figure out what the would do with prime luxury assets which are landbank parcels.

Unlike Sime Darby which is very active in property development and very much into high value properties, ECM Libra neither posses the necessary competency nor ever got into strategic investment involving land bank assets before. So it suspicious that they would want to control a property development without having an agenda to defragmentise the land banks, even to foreign owners.

Probably, it is better for us all for Sime Darby to acquire E&O instead of allowing the sharks and vultures get a hold on the property development company. Undoubtedly Sime Darby is a much lesser evil compare to the other fellows.

Minister of Communications, Information and Multimedia Dato’ Seri Utama Dr Rais Yahim, PhD has done it again. He issued a statement without checking. This time, its about insurance for Bernama journos who went to Somalia for the humanitarian aide mission.

In the public outcry of the shocking because of the shooting and some summarily question the safety during movements of the team in Somalia, this came out in page three Mingguan Malaysia:

That created so much attention and even debate. The Opposition is charging how irresponsible the Government endorsed a humanitarian mission is a very hostile environment like civil war-thorn Somalia without issuing special insurance coverage for the participants.

So much so, Bernama Chairman had to issue a statement correcting Dr Rais’s blunder:

Published: Sunday September 4, 2011 MYT 2:42:00 PM

Slain BernamaTV cameraman was insured, says Bernama chairman

KUALA LUMPUR: Noramfaizul Mohd Nor, the BernamaTV cameraman who was killed in Somalia last Friday, had two insurance policies taken out on him by Bernama, the Malaysian national news agency chairman Datuk Abdul Rahman Sulaiman said.

“All Bernama employees are covered by two insurance policies – term life and personal accident – applicable worldwide,” he said in response to speculations in web portals that the late Noramfaizul was not insured when he went for his assignment to Somalia.

On top of that, Putera 1Malaysia Club had also taken a group insurance policy to cover all 55 members in the humanitarian aid mission.

Abdul Rahman said Bernama would also extend all possible support and assistance to Noramfaizul’s family. – Bernama

*************

Obviously, Dr Rais issued the statement without checking. We are not sure of the intentions, but it was clearly defective and could created unnecessary debate, especially at the times where Malaysians are shocked over the killing.

Unless Mingguan Malaysia did a botch reporting job and Dr Rais did not say that the slain Bernama journo wasn’t insured. Then, it is Dr Rais’s duty to ‘clear his name’ and get his lawyers to issue a demand letter to Utusan Malaysia. If he is lucky, he could win RM 400,000 this round again. Unlike Amizudin “Din Sharpshooter” Ahmad, Kumpulan Utusan Melayu Bhd can pay for this.

Is he getting too old for his job? Probably his body and faculties are not despite that is the oldest member of the Cabinet today, but his practices definitely are. People who have seen and interacted with him in official capacity describe his way are very ‘feudalistic’.

The

If any of his fan boys are catching this, Datuk Rocky’s ‘Ferrari’ is still in the safe keep of Malaysian Communication and Multimedia Commission. It has been there since almost a year since the investigation team came to Blog House Malaysia Adviser’s homer and confiscated the Acer notebook, in front of his family and neighbours. If Datuk Rocky did something wrong, then he have should be charged already by now. If there is nothing conclusive, then why is the notebook not returned? In fact, it was said the investigating team found nothing against Rocky which is legally detrimental and did recommend the notebook be returned.

“……will forthwith assert my rights under the law and report the matter to the Malaysian Anti-Corruption Commission (MACC) so that an investigation could be under way”

If Dr Rais as a man made those mistakes, whether in Rocky’s case, Astro’s episode or even now, the latest ‘uninsured Bernama journo into warzone’ statement, then as a very educated and cultured old man he should uphold a bigger pride in the right values, by apologising.

The extraction mission would be carried out by a C130H transport aircraft, commandeered by Lt Col Zahani Zainal Abidin TUDM. It is the same aircraft which flew the team on morning 28 of Sept 2011.

No 14 squadron TUDM, based in Subang Air Base

After unloading the team and its cargo in Mogadishu, the aircraft was flown to Seychelles and parked there. The aircraft remained parked at Seychelles as a staging base, throughout the mission.

The aircraft would today fly back to Mogadishu and pick the team and remains of Noramfaizul to back to Seychelles. At this very moment, they have already uploaded all 54 members and baggages including the coffin carrying the remains of Noramfaizul. They are waiting for documentations final clearing and clearance for departure from Mogadishu airport. The flight from Mogadishu to Seychelles will take three hours.

In Seychelles, it is expected the remains would be prepared for the long flight home across the Indian Ocean.

The C130H would make a technical stop at Male, Maldives before the final leg to Kuala Lumpur. The aircraft is expected to arrive at TUDM Subang Sunday 4 Sept 2011 0900hrs. Prime Minister Dato’ Seri Mohd. Najib Tun Razak is said to be receiving the remains and the Kelab Putera 1 Malaysia team at the Air Movement Command in the airbase.

Allahyarham Noramfaizul is expected to be bathed and wrapped in burial shroud kafan at TUDM Subang, before prayers are offered. Then, the remains expected to be laid to rest in Bangi tomorrow.

*Updated 1430hrs

The said C130H has already departed Mogadishu Airport enroute to Seychelles. The turnaround rate is very impressive, considering TUDM had to evacuate civilians and materials in hostile environment and without proper ground support.

TUDM has shown their capability to serve and protect Malaysians abroad, even the most hostile situation. It was the repeat of the recent Ops Pyramid where TUDM evacuated out more that 3,482 Malaysians within 8 days from Egypt to Jedda, Saudi during the anti-Mubarak riots in early February.

However, the attitude of Opposition Leaders is appalling. Instead of being good Malaysians and demostrate their care for the 54 volunteers in the humanitarian mission to assist famine-stricken Somalians, they rubbished Kelab Putera 1 Malaysia’s initiative of the mission and took the opportunity for their cheap political-publicity stunts.

In her tweets, PKR Latheefa Koya took potshots against UMNO for this humanitarian mission with very condescending tone. Since the shooting of killed Noramfaizul and injured a TV3 newsman, the Opposition did nothing to show that they cared for these 54 Malaysians.

Latheefa Koya's tweet at noon

It is grossly distasteful of her to politicize the misfortune where Malaysian life is lost, for global humanitarian initiative and demonstrating to the world that we care for others.

*Updated 1800hrs

The said C130H landed at Seychelles 1720hrs (Malaysian time) for a technical stop over for a few hours. It will depart back to TUDM Subang via Male, Maldives.

*Updated 2035hrs

The said C130H just departed for Male, Maldives on the way back home. Expected time of arrival at Male is 0130hrs Sunday 4 Septmber 2011 (Malaysian time).

Streams of media practicioners, members of Kelab Putera 1 Malaysia and families of the affected travelers were present also.

The casket bearing the remains of Noramfaizul Md Nor drapped in Jalur Gemilang

The remains of Noramfaizul which was placed in a wooden coffin and drapped in Jalur Gemilang, was taken to the TUDM mosque to be bathed, covered in burial shroud kafan and prayers held. Then, the cortege would leave for his family’s home near UPM and then onwards, burial.

During the media conference, PM Najib said he is waiting for the full report on what had happened before giving his statement. He also said that he would be discussing of the nature and value of assistance for Noramfaizul’s children.